Client Solicitor Terms of Engagement

Definitions and Interpretation

1.1. In these Terms, the following expressions shall have the following meanings:

Law means, in England and Wales, applicable (i) common law; (ii) case law; (iii) legislation, enactment, statute, statutory instrument, regulation, by-law; ordinance or subordinate legislation; or (iv) statutory, industry or other rules, codes, guidance, regulations, practice directions, instruments and provisions.

Losses means all losses, liabilities, fines, damages, costs and expenses including legal fees on a Lawyer/client basis and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties.

Lawhive means Lawhive Ltd trading under the brand Lawhive, a private limited company incorporated in England & Wales with registered number 13800100, whose registered office is at 107 Cheapside, 9th Floor, London EC2V 6DN and any successor company.

Service refers to the services provided by Lawhive, including without limitation access to the Lawhive website and the Lawhive technology platform which includes communication tools; document management and storage solutions; and payment services.

Lawyer means the law firm, freelance solicitor, recognised sole practice, licensed conveyancer, chartered legal executive or lawyer directly engaged by you through the Service.

Regulatory Requirements means the Law which governs the provision of Lawyer's services.

you means the client, being the person or persons identified by the Service as having provided instructions to Lawyer and to whom Lawyer is providing legal services.

they, them means Lawyer.

1.2 In these Terms, use of the words other, includes, including, for example and in particular and similar words or phrases, do not limit the generality of any preceding words and any words which follow them shall not be construed as being limited in scope to the same class as preceding words where a wider construction is possible.

1.3 In these Terms, unless expressly stated otherwise, references to a Lawyer carrying out work for or providing advice to you, include all aspects of their services, for example drafting documents, negotiating on your behalf and advising on the Law.

1.4 In these Terms, liability means that, notwithstanding any provision in these Terms which details the extent to which the liability of Lawyer is limited or excluded, nothing in these Terms shall limit or exclude the liability of Lawyer for:

1.4.1 death or personal injury arising out of negligence;

1.4.2 fraudulent misrepresentation; or

1.4.3 any other matter which cannot be limited or excluded by Law.

Principles of conduct

2.1 Lawyer upholds the following principles of conduct:

2.1.1 to uphold the rule of law and the proper administration of justice;

2.1.2 to act with integrity;

2.1.3 not to allow their independence to be compromised;

2.1.4 to act in the best interests of each client;

2.1.5 to provide a good standard of service to clients;

2.1.6 to behave in a way that maintains the trust the public places in them and in the provision of legal services;

2.1.7 to comply with their legal and regulatory obligations and deal with regulators and ombudsmen in an open, timely and co- operative manner;

2.1.8 to carry out their work in accordance with proper governance and sound financial and risk management principles;

2.1.9 to carry out their work in a way that encourages equality of opportunity and respect for diversity;

2.1.10 to protect client money and assets.

Service Provision

3.1 Lawyer only provides legal services.

3.2 The work that Lawyer undertakes is in accordance with Regulatory Requirements and the proper interpretation of relevant applicable Law, as each exists on the date on which the work is completed.

3.3 If there is any change in Regulatory Requirements or relevant applicable Law, or their interpretation after the date on which any work is completed, Lawyer has no responsibility to notify you of the change or the consequences of such change, unless they have expressly agreed to do so in a prior written engagement.

Benefit of Lawyer's Services

4.1 Lawyer's advice is provided to and for the benefit of their client only. No other person may use or rely upon the work undertaken for you nor derive any rights or benefits from such work without their prior written approval.

Authority To Give Instructions

5.1 Lawyer will assume, unless you expressly notify them in writing to the contrary, that any person who instructs them on your matters either via the Service or outside of it has authority to do so and that Lawyer can rely on any information provided by such individuals.

5.2 Where Lawyer is instructed by joint clients, unless you expressly notify them in writing to the contrary, they will assume that any person who instructs them on the joint matter has authority to do so on behalf of the joint clients and that they can rely on any information provided by such individuals.

Exclusivity

6.1 Lawyer is retained on a non-exclusive basis. This means they are free to act for other parties, including your competitors, on any matter which may or may not be connected with yours, subject always to them complying with their Regulatory Requirements.

6.2 Please also refer to the paragraphs below regarding Confidentiality and Disclosure and Conflicts of Interests.

Applying Agreed Liability Limits

7.1 Any sum agreed with you in writing as a limit on Lawyer's liability, shall be applied as an aggregate cap on the liability of Lawyer in any circumstances whatsoever, whether in contract, tort, under statute or otherwise, and howsoever caused (including their negligence or non-performance), for Losses arising from or in connection with the services provided for each matter upon which they act for you. Unless otherwise agreed, Lawyer's liability is limited to the maximum of their indemnity insurance.

7.2 Where any sum agreed with you in writing as a limit on Lawyer's liability is less than such amount as is prescribed by applicable Law or Regulatory Requirements, as at the date of your engagement of them, which liability may not be limited, then the sum agreed with you shall be increased to the minimum amount permitted under such applicable Law or Regulatory Requirement.

7.3 Where Losses arise in or are calculated in a currency other than the currency in which a limit on Lawyer's liability is applicable pursuant to this provision, their liability to you shall be discharged and satisfied by payment to you of the lesser of:

7.3.1 the amount of the Losses adjudged, ordered, awarded or agreed due to you in such other currency; and

7.3.2 the amount of the applicable limit; converted into such other currency at the rate of exchange prevailing in London on the date of payment.

7.4 Lawyer's services are provided to you solely and exclusively by Lawyer. Lawhive and Lawhive directors, employees and consultants (i) do not assume any responsibility to you or any other person, (ii) do not owe you or any other person any personal duty of care and (iii) shall not be liable to you or any other person for any loss, liability, cost or expense arising, directly or indirectly, as a consequence of engaging a Lawyer through the Service. This shall not exclude or limit the liability (i) in respect of any fraud or fraudulent concealment on their part or (ii) to the extent that liability may not be excluded or limited by any applicable law.

Information Sharing

8.1 You agree that any information which Lawyer obtains through the Service as a result of acting for you which is confidential to you and not in the public domain (your confidential information) may be shared with Lawhive. Your confidential information will be kept strictly confidential and will be transferred, used and stored by Lawhive only in the limited circumstances detailed in the paragraph below regarding Use of your information.

Privacy Notice

Intended purposes for processing

In order to provide you with legal services, Lawyer will be processing (using and storing) your personal data, which includes information that identifies you, such as your name, address and contact information. In some cases, Lawyer may also process special categories of personal data, such as your health records, and/or criminal conviction and offence records.

Lawful bases for processing

Lawyer may be required to process your personal data in order to comply with their obligations under legislation such as the Proceeds of Crime Act 2002, the Money Laundering Regulations 2017, the Criminal Finances Act 2017, the Foreign Account Tax Compliance Act 2010 (for clients with US 'person' status) and under common law. Lawyer may, on occasion, be required to share your personal data with the relevant authorities. This processing of your personal data is to comply with the law, and Lawyer would be unable to act for you without doing so.

In addition, Lawyer may process your personal data on the basis that they have a contract with you. Alternatively, in some instances, they may have a legitimate interest in processing your personal data.

Whenever Lawyer is processing special categories of personal data, and/or criminal conviction and offence records, they will only use that data to deliver the services you have instructed them to provide.

Recipients of your personal data

Lawyer may, when required and necessary, share your personal data with other organisations. Depending on the work they are undertaking for you the other organisations may include:

§ Lawyer's 'data processors', including Lawhive, who are contractors from whom they obtain operational services including IT support, message-taking, typing and secretarial support, costs draftsmen, secure document storage and shredding.

§ Other 'data controllers' that provide professional or commercial services, such as Counsel, other lawyers or solicitors, accountants, medical practitioners, surveyors and estate and letting agents.

§ Experts that you and Lawyer agree are necessary to assist Lawyer to progress your matter.

§ HMRC, HM Courts & Tribunals Service, HM Land Registry, Councils and other national and local government bodies.

§ The Solicitors Regulation Authority or other relevant regulator, the Information Commissioner's Office (ICO) and organisations involved with the preparation, assessment and certification of quality standards for which Lawyer is seeking or maintaining accreditation.

§ The Service and Lawhive.

All of the above are located in the UK.

Your rights in relation to your personal data

You have the right of access to your personal data and to verify the lawfulness of the processing. If you would like a copy of your personal data that Lawyer is processing through the Service, please contact Lawyer through the Service. Kindly note, Lawyer will need to verify your identity before responding to your request. Normally Lawyer will make no charge for doing this and will endeavour to send it to you within 1 month of receipt of your request.

If you are dissatisfied with the Lawyer's response you may complain to a supervisory authority which, in the UK, is the Information Commissioner's Office, Wycliffe House, Water Lane, Wilmslow, Cheshire SK9 5AF https://ico.org.uk. There may also be judicial remedies available to you.

Erasure of personal data

Lawyer will not erase or restrict the processing of your personal data during the period in which Lawyer has a legal obligation to retain that data under the applicable Act or in common law.

Where Lawyer obtained your personal data to fulfil their contractual obligations to you, or if Lawyer has a legitimate interest for processing your personal data for the exercise or defence of legal claims, Lawyer will erase that data as soon as it is no longer necessary to retain it in relation to the purpose for which it was originally collected. Please ask your Lawyer for specific timescales.

Security

Lawyer is committed to ensuring that all information they hold about you is secure. In order to prevent unauthorised access or disclosure Lawyer has implemented appropriate physical, electronic and managerial procedures through the Service to safeguard and protect that information.

Other data controller recipients of your personal data are each responsible for implementing appropriate physical, electronic and managerial procedures to safeguard and protect that information, and to keep it secure.

Data processor recipients of your personal data have provided sufficient guarantees that they have implemented measures to ensure compliance with data protection regulations and to protect your rights.

Transferring your personal data

Lawyer will not transfer your personal data overseas.

Payments & Invoices:

All accounts are strictly payable on account before Lawyer commences work. Payments can only be made by debit or credit card or bank transfer through the Service unless otherwise authorised by Lawhive.

Personal data concerning a third party

You should only give Lawyer personal data about someone else with their permission. Where personal data about someone else is provided by you, or someone discloses to Lawyer personal data about you, it may be added to the personal data Lawhive already holds and may be used in the ways described in this Privacy Notice.

Communication and Information Security

10.1 Lawyer will communicate with you primarily through the Service.

10.2 If you regard any communications as particularly confidential, or require particular security arrangements with regard to a matter or have alternative communication requirements (for example, that Lawyer should communicate only with a named individual; or only using a particular communications method; or shall only transmit information which is protected by an agreed encryption process) please notify Lawhive. Neither Lawyer nor Lawhive shall incur any liability arising out of your failure so to notify us.

10.3 Electronic communications sent to and from Lawyer may be monitored and read for legitimate business purposes, notably to ensure compliance with the Law and Lawyer's Regulatory Requirements.

10.4 Lawhive has taken the steps that the directors believe to be reasonable to keep electronic information and communication systems (systems) available and secure, however Lawhive cannot guarantee such availability or security and accordingly, neither Lawyer nor Lawhive shall incur any liability arising from:

10.4.1 the use of email communication, including where such electronic communications are intercepted, delayed, corrupted, not received or received by persons other than the intended addressees.

10.4.2 viruses or other malicious programmes;

10.4.3 interruptions to the availability of the Lawhive system;

10.4.4 third parties obtaining unauthorised access to Lawhive systems;

10.4.5 third parties obtaining unauthorised access to information held outside of the Lawhive systems or during transmission of such information; or

10.4.6 the use by you, or the use by Lawyer at your request, of electronic storage outside of Lawhive's own systems, including removable or cloud-based storage. Lawhive uses cloud computing and therefore information relevant to your matter (including client contact details, documents and emails) will be passed to an external cloud service provider. If you would like further information on Lawhive's external cloud service provider, please contact Lawhive.

Regulatory Regime and Requirements

11.1 If Lawyer is a solicitor then they are regulated by the Solicitors Regulation Authority, which is the independent regulatory body of The Law Society. Lawyer may be regulated by another professional or regulatory body such as the Chartered Institute of Legal Executives or Council for Licensed Conveyancers. Lawyer is bound by a number of regulatory requirements including rules on conduct, financial services, accounting and professional indemnity.

11.2 Lawyer will comply with Paragraphs 5.1-5.3 of the SRA Code of Conduct pertaining to ‘Referrals, introductions and separate businesses. Lawyer has a written agreement with Lawhive to pay a platform fee to Lawhive in return for the referral of work and the use of the Lawhive technology platform.

Professional Indemnity Insurance

12.1 Lawyer must hold valid professional indemnity insurance policy to be able to carry on a practice.

12.2 If Lawyer is practicing as a Freelance solicitor, in accordance with regulation 10.2(b) of the Authorisation of Individuals Regulations, Lawyer is only required to hold adequate and appropriate indemnity insurance. As a result, you are not covered by the SRA's minimum terms and conditions for professional indemnity insurance and alternative arrangements are in place.

12.3 Lawyer’s professional indemnity insurance certificate and levels of cover are available by contacting Lawhive or the Lawyer directly.

Third Party Rights

13.1 Except as expressly provided elsewhere in this agreement, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement

Duty of Confidentiality and Disclosure

14.1 Lawyer owes an overriding duty of confidentiality to their clients including prospective and former clients.

14.2 Where Lawyer has a duty to disclose information to a client, that duty does not extend to disclosing or taking into account any information in respect of which Lawyer owes a duty of confidentiality to another prospective, existing or former client.

14.3 As a consequence, where Lawyer is aware of any information confidential to one client which is material to another client's matter, such information will remain confidential regardless of any duty of disclosure owed by Lawyer to such other client and Lawyer will only act or continue to act for both clients where Lawyer is permitted to do so by their Regulatory Requirements.

14.4 If, as a result of Lawyer acting for you, you acquire any information in respect of which Lawyer gives notification that they owe a duty of confidentiality to a third party, you agree to keep such information strictly confidential and not disclose it without Lawyer's prior written consent.

Conflicts of Interests

15.1 Before accepting instructions Lawyer carries out a conflict checking process, to ensure that no conflict of interests exists between Lawyer or another client in relation to the instructing client or the matter concerned. A conflict of interests shall be determined in accordance with Lawyer's Regulatory Requirements.

15.2 Lawyer will not act for a client where a conflict of interest arises or might reasonably be expected to arise between:

15.2.1 that client and Lawyer or

15.2.2 between that client and another client, and Lawyer will not act for a client where to do so would impair their ability to act in the best interests of another client.

15.3 Lawyer will not act for two or more clients at the same time in relation to the same or a related matter if their duties to each client conflict, or there is a significant risk they may conflict, except where:

15.3.1 this is permitted by Regulatory Requirements

15.3.2 Lawyer has obtained all necessary informed written consents from all relevant clients and

15.3.3 it is reasonable in the circumstances to so act.

15.4 Subject to the above, and unless expressly agreed otherwise in writing, Lawyer may act for clients engaged in activities similar to or competitive with each other.

15.5 Please note that for the purposes of processing a conflict check, information will be stored in the United Kingdom and may be shared with, accessed or processed by Lawhive and other third parties. Please refer to the paragraph above regarding Information sharing.

Anti-Money Laundering

16.1 Under applicable Law, there are several items of international legislation aimed at preventing money laundering and terrorist financing activities and enabling prosecutions to be brought, toether with further legislation detailing the controls which must be put in place by financial businesses and law firms.

16.2 In order to comply with such Law, Lawyer is obliged to undertake detailed client due diligence measures and ongoing monitoring for both new and existing clients. Lawyer uses the Service to verify the identity of all prospective clients before accepting them as new clients and thereafter re-verifies all checks periodically. Due diligence will be carried out on connected parties such as the beneficial owners of a client as part of the verification process.

16.3 Accordingly, clients are asked to provide any verification information the Service requests promptly. Please note that any such verification information will be stored in the United Kingdom and may be shared with, accessed or processed by Lawhive and other third parties. Please refer to the paragraph above regarding Information sharing.

16.4 Lawyer may be obliged to make a report to the relevant authorities if at any time they become aware of or suspect the existence of proceeds of crime in relation to any services on which they are engaged. Lawyer's obligation to make such a report may, in certain circumstances, override their duty of lawyer/client confidentiality and they may not be permitted to inform the client concerned whether or not they have made, or might intend to make, such a report. Please refer to the paragraph above regarding Use of your information.

16.5 Lawyer may terminate the provision of any services to a client, or be instructed to do so by the relevant authorities, if such client fails to provide evidence of identity or if Lawyer suspects that the client or any other party connected with such client or with the matter is involved in any activities prescribed by relevant Law.

16.6 To comply with the law, Lawyer needs to get evidence of your identity as soon as possible. Clients are asked to supply their passport or driving licence to the Service and in addition Lawhive may undertake an electronic search on behalf of Lawyer.

If you cannot provide the specific identification requested, please contact Lawhive as soon as possible to discuss other ways to verify your identity.

Where a Lawyer knows or suspects that a transaction on behalf of a client involves money laundering, the Lawyer is required to make a disclosure to the NCA (National Crime Agency). If this happens, Lawyer will not be able to tell you that a disclosure has been made, but will have to suspend your case pending an investigation, which may also involve the Inland Revenue.

It is also an offence to enter into a financial arrangement with any other party where you know or suspect that some of the money involved represents the 'proceeds of crime'. This includes money retained or gained as a result of tax evasion and benefit fraud. Any financial irregularities should be rectified prior to instructing us.

Anti-corruption

17.1 Lawyer is committed to preventing bribery and corruption and has a zero-tolerance policy to it. It is Lawyer's policy to comply with the relevant Law in this regard and they have in place procedures designed to prevent individuals and associated persons such as agents and contractors from engaging in any activity that would constitute an offence under anti-corruption Laws worldwide. These procedures include the carrying out of appropriate due diligence when required and the making and keeping of records in relation to gifts and hospitality (whether accepted or declined) sponsorship and advertising. Please refer to the paragraphs above regarding Use of your information and Information sharing.

Protection of Client Deposits

18.1 Law firms are permitted to hold client money in their Client Money Account. If Lawyer is operating as a freelance solicitor they are not authorised to hold client money on your behalf asides from out-of-pocket disbursements.

Complaints Procedure

19.1 Lawyer and Lawhive take all complaints very seriously. As a first recourse, you should speak to Lawyer directly. If Lawyer operates in a regulated firm, you may also contact the firm's principal. Lawyer will investigate as quickly as possible following Lawyer's complaints procedure, a copy of which can be requested from Lawyer.

19.2 You may also ask Lawhive to help resolve your complaint by contacting us.

19.3 If your complaint remains unresolved, you may have the right to refer your complaint to the Legal Ombudsman but you must do so within six months of the last contact from Lawyer. The Legal Ombudsman is an independent organisation which deals with complaints about solicitors and other legal professionals.

19.4 You may be entitled to have Lawyer's fees and expenses reviewed by the court by applying for an assessment of the bill under Part III of the Solicitors Act 1974. This applies to all Lawyer's work, and not just to the conduct of litigation on your behalf. If you take advantage of the Solicitors Act 1974 procedure within a month from the date of Lawyer's invoice, your right to a detailed assessment is unconditional. If you delay beyond a month the court may impose conditions. Once a year has elapsed since the date of the bill you will lose the right to a detailed assessment unless there are special circumstances. The Legal Ombudsman may not consider a complaint about a bill if you have applied to the court for such an assessment.

19.5 The Legal Ombudsman may:

19.5.1 investigate the quality of professional service supplied by a Lawyer to a client;

19.5.2 investigate allegations that the Lawyer has breached rules of professional conduct;

19.5.3 express a view on whether the Lawyer's charges are found reasonable;

19.5.4 reduce fees; and/or

19.5.5 award compensation for inadequate professional services.

19.6 The Legal Ombudsman will not:

19.6.1 determine whether a Lawyer has been negligent;

19.6.2 determine whether anything a Lawyer has done amounts to misconduct;

19.6.3 give legal advice or tell a Lawyer how to handle a case;

19.6.4 review the outcome of a Court case; and/or

19.6.5 review a decision of the Legal Services Commission.

19.7 Before it will consider a complaint, the Legal Ombudsman generally requires that a Lawyer's or firm's internal complaints procedure has been exhausted. If the Legal Ombudsman is satisfied that the Lawyer's or firm's proposals for resolving a complaint are reasonable, it may decline to investigate further. If the Legal Ombudsman believes that there may have been a breach of the rules governing the professional conduct of Lawyers (as opposed to a problem with the service Lawyer has provided) it may refer the matter to the Lawyer's professional body, such as the Solicitors Regulation Authority which is a separate independent body charged with the regulation of the solicitors' profession.

19.8 The address of the Legal Ombudsman is: Legal Ombudsman, PO Box 6167, Slough SL1 0EH Telephone: 0300 555 0333.

More information can be found at www.legalombudsman.org.uk.

19.9 Please note that the Ombudsman are there to deal with concerns about the level of service received. Where there are more serious concerns that a Lawyer or Lawyer’s firm have been involved in professional misconduct then reports can also be made to the Solicitors Regulation Authority, the regulator of solicitors and solicitor firms. This could be for quite unusual and serious acts of misconduct such as dishonesty, taking or losing your money or treating you unfairly because of your age, a disability or other characteristic. Obviously we do not anticipate any such problems arising and would ask that you notify Lawhive straight away if you have any such concerns. You can find out more about the Solicitors Regulation Authority including their contact details and professional conduct rules via their website: https://www.sra.org.uk/consumers/problems/report-solicitor/. For more information on the standards & regulations set by the SRA: https://www.sra.org.uk/solicitors/standards-regulations/

Financial Services

20.1 Lawyer is not registered to provide financial or tax advice and therefore their advice is limited to the legal implications of your matter. Lawyer is not authorised by the Financial Conduct Authority (FCA) under the Financial Services and Markets Act 2000 (FSMA).

Documents and storage

21.1 Please make sure that you keep safe all letters, papers and documents which may, in any way at all, be connected to a matter.

21.2 On completion of your matter or termination of Lawyer's instructions, Lawyer is entitled to keep all your papers and documents via the Service while there is money owing to Lawyer for their charges and expenses. This is referred to as a "lien".

21.3 Lawyer will retain files via the Service after completion for such period as is required by Law or under the SRA Rules and Codes. Lawyer reserves the right to destroy files at the end of that period, which will usually be seven years from the conclusion of the matter/retainer, in accordance with Lawhive's Data Retention and Erasure Policy, a copy of which is available on request by contacting Lawhive.

Charges, expenses, funding, cancellation and termination

22.1 You may have several options for funding that you should be aware of:

22.1.1 Legal Aid or Public Funding is provided in only limited circumstances;

22.1.2 A legal expenses insurance policy taken out with home insurance or with a credit card;

22.1.3 If you are a member of a Trade Union you may be entitled to free legal assistance;

22.1.4 By instructing Lawyer through Lawhive you acknowledge that you do not have any alternative methods of funding your case or have decided not to utilise any of the funding options potentially available to you.

22.2 If you have engaged Lawyer in a personal capacity and are not acting on behalf of your trade, business, craft or profession, then you may be entitled to a 14 day cooling off period.

22.3 To cancel within the 14-day cooling off period, contact Lawyer directly or through the Service.

22.4 By providing Lawyer written instructions through the Service you explicitly agree for Lawyer to commence work within that 14-day period and you are liable to pay for any work done prior to any subsequent cancellation. If you have authorised Lawyer to commence work early, your right to cancel is lost if all the work is completed before you cancel.